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IN THE UNITED STATES DISTRICT COURTFOR THE DISTRICT OF COLUMBIA

United States of America,

Plaintiff,

v.

SBC Communications, Inc. and
AT&T Corp.,

Defendants.

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Civil Action No.: 1:05CV02102 (EGS)

United States of America,

Plaintiff,

v.

Verizon Communications Inc. and MCI, Inc.,

Defendants.

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Civil Action No.: 1:05CV02103 (EGS)

MEMORANDUM OF THE UNITED STATES IN OPPOSITIONTO COMPTEL'S MOTION FOR LEAVE TO FILE A SUPPLEMENTAL
MEMORANDUM

The United States opposes COMPTEL's Motion for leave to file a supplemental
memorandum in support of its motion to intervene here. COMPTEL has already filed both a
memorandum in support of its attempt to intervene and a reply to the parties' oppositions. Its
proposed supplemental memorandum neither raises new relevant issues nor provides information
that would be helpful to the Court in determining whether the proposed Final Judgments are in
the public interest.

COMPTEL's proposed supplemental filing relates solely to the proposed merger between
AT&T, Inc. and BellSouth Corp. announced last week. That transaction is not at issue in this
proceeding. The United States' Complaints here allege that the mergers of SBC and AT&T, and
of Verizon and MCI, violate Section 7 of the Clayton Act because they are likely to reduce
competition in the provision of Local Private Lines and related services in several hundred
specifically identified buildings. The issues in this Tunney Act proceeding are whether the
proposed Final Judgments adequately remedy the competitive problem alleged in the Complaints
and are in the public interest. The answers to these questions do not depend on future events,
such as a merger, that may occur.

Over the coming months, the United States will conduct a full investigation of the
competitive effects of the proposed AT&T/BellSouth merger, and will consider, among other
things, the complaints and theories raised in COMPTEL's memorandum. At the conclusion of
that investigation, the United States will take whatever action is warranted. COMPTEL's
proposed supplemental memorandum exposes COMPTEL's intent to use this proceeding to air,
and perhaps litigate, its complaints about a proposed transaction that is not before the Court here,
that will be investigated by the United States, and that may eventually become the subject of a
separate Tunney Act proceeding. Expanding this Tunney Act proceeding to encompass
speculative future events would unnecessarily and unwisely complicate this proceeding and risk
impeding the ability of the United States fully and fairly to investigate the recently proposed
transaction.

For the foregoing reasons, COMPTEL's Motion for Leave to File a Supplemental
Memorandum should be denied.